Articles 59 and 60 amended in the Extra Ordinary General Meeting ...

Corporate Articles can be amended through Special Resolution, no need for all members' approval. Board nominee has discretion if no specific decision.

Case Laws     Insolvency and Bankruptcy

August 31, 2024

Articles 59 and 60 amended in the Extra Ordinary General Meeting on 30.09.2014 cannot be treated as entrenched articles u/s 5(3) and (4) of the Companies Act, 2013, as the resolution was not agreed to by all members. Amendment of Article 59 and deletion of Article 60 through a special resolution in the EOGM on 03.05.2019 is valid and does not require agreement of all members. The Adjudicating Authority rightly approved the EOGM of 03.05.2019. A nominee u/s 113 is bound to exercise powers as per the decision of the company's Board; if no specific decision, the nominee is free to exercise discretion. The AGM resolution on 29.09.2023 reappointing Deepak as Executive Chairman need not be interfered with. The NCLT should decide Company Petition No. 47 of 2016 expeditiously, preferably within six months.

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